Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
BIOVIE INC.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
09074F 207
(CUSIP Number)
Terren S. Peizer
Acuitas Group Holdings, LLC
2120 Colorado Avenue, #230
Santa Monica, California 90404
310-444-4321
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 15, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. 09074F 207 | Page 2 |
| (1) |
NAMES OF REPORTING PERSONS
Acuitas Group Holdings, LLC | |
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ | |
| (3) | SEC USE ONLY | |
| (4) |
SOURCE OF FUNDS (See Instructions) OO | |
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ |
| (6) |
CITIZENSHIP OR PLACE OF ORGANIZATION California | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) |
SOLE VOTING POWER 0 |
| (8) |
SHARED VOTING POWER 30,438,938 | |
| (9) |
SOLE DISPOSITIVE POWER 0 | |
| (10) |
SHARED DISPOSITIVE POWER 30,438,938 |
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,438,938 | |
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 84.8%* | |
| (14) |
TYPE OF REPORTING PERSON (See Instructions) CO | |
| * | Based on 35,893,175 shares of the Issuer’s Class A common stock (“Common Stock”) outstanding as of August 15, 2022, which is the sum of (i) 24,984,083 shares of Common Stock issued and outstanding as of May 11, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 11, 2022 (the “Form 10-Q”), (ii) 3,636,364 shares of Common Stock issued to Acuitas on August 15, 2022 pursuant to the Securities Purchase Agreement, dated as of July 15, 2022, by and among by and among the Company and Acuitas (the “Securities Purchase Agreement”), as described in more detail in Item 4 below, and (iii) 7,272,728 shares of Common Stock that may be issued upon the exercise of a warrant issued to Acuitas on August 15, 2022, as described in more detail in Item 4 below. |
SCHEDULE 13D
| CUSIP No. 09074F 207 | Page 3 |
| (1) |
NAMES OF REPORTING PERSONS
Terren S. Peizer | |
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ | |
| (3) | SEC USE ONLY | |
| (4) |
SOURCE OF FUNDS (See Instructions) OO | |
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ |
| (6) |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) |
SOLE VOTING POWER 0 |
| (8) |
SHARED VOTING POWER 30,438,938 | |
| (9) |
SOLE DISPOSITIVE POWER 0 | |
| (10) |
SHARED DISPOSITIVE POWER 30,438,938 |
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,438,938 | |
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 84.8%* | |
| (14) |
TYPE OF REPORTING PERSON (See Instructions) HC; IN | |
| * | Based on 35,893,175 shares of Common Stock outstanding as of August 15, 2022, which is the sum of (i) 24,984,083 shares of Common Stock issued and outstanding as of May 11, 2022, as reported by the Issuer in the Form 10-Q, (ii) 3,636,364 shares of Common Stock issued to Acuitas on August 15, 2022 pursuant to the Securities Purchase Agreement, as described in more detail in Item 4 below, and (iii) 7,272,728 shares of Common Stock that may be issued upon the exercise of a warrant issued to Acuitas on August 15, 2022, as described in more detail in Item 4 below. |
Amendment No. 7 to SCHEDULE 13D
This Amendment No. 7 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D previously filed by Acuitas Group Holdings, LLC, a California limited liability company (“Acuitas”), and Terren S. Peizer (“Mr. Peizer” and, together with Acuitas, the “Reporting Persons”) on July 3, 2018, as amended by Amendment No. 1 filed on September 25, 2019, Amendment No. 2 filed on September 23, 2020, Amendment No. 3 filed on April 27, 2021, Amendment No. 4 filed on May 10, 2021, Amendment No. 5 filed on June 11, 2021 and Amendment No. 6 filed on July 15, 2022 (as so amended, the “Original Statement” and, as amended and supplemented by this Amendment, the “Statement”), relating to the Class A common stock, par value $0.0001 per share (“Common Stock”), of BioVie Inc., a Nevada corporation (the “Company” or “Issuer”).
The purpose of this Amendment is (i) to reflect corrections to the Original Statement based on typographical errors contained in the Amendment No. 6 to Schedule 13D, filed by the Reporting Persons with the SEC on July 15, 2022 (the “Amendment No. 6 to Schedule 13D”), and (ii) to report the closing of the transactions contemplated by the Securities Purchase Agreement on August 15, 2022 as described herein. Except as specifically amended by this Amendment, items in the Original Statement are unchanged. Capitalized terms used herein that are not defined have the meaning ascribed to them in the Original Statement.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Original Statement is hereby amended and supplemented to include the following information:
“As described in more detail in Item 4 of this Statement, on August 15, 2022, the Company issued 3,636,364 shares of Common Stock to Acuitas pursuant to the Securities Purchase Agreement (as defined below). Acuitas purchased the shares of Common Stock with its investment capital.”
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of the Original Statement is hereby amended and supplemented (i) to replace the reference to “to this Current Report on Form 8-K” in the last sentence of Item 4 of the Amendment No. 6 to Schedule 13D, with the word “hereto”, and (ii) to add information concerning the closing of the transactions contemplated by the Securities Purchase Agreement described therein, as follows:
“On July 15, 2022, Acuitas and the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”). A copy of the Securities Purchase Agreement and related Form of Common Stock Purchase Warrant are attached hereto as Exhibits 10.6 and 10.7, respectively. Pursuant to the Securities Purchase Agreement, subject to the terms and conditions contained therein, the Company agreed to issue and sell to Acuitas, and Acuitas agreed to purchase from the Company, in a private placement, (i) an aggregate of 3,636,364 shares (the “PIPE Shares”) of Common Stock at a price of $1.65 per share, and (ii) a warrant (the “Warrant”) to purchase 7,272,728 shares of Common Stock (the “Warrant Shares”) at an exercise price of $1.82, with a term of exercise of five years. The aggregate purchase price for the PIPE Shares and Warrant (collectively, the “Securities”) sold in the Private Placement was approximately $6.0 million.
The transactions contemplated by the Securities Purchase Agreement are expected to close on or about August 15, 2022, subject to the satisfaction of customary closing conditions. Immediately following the closing of the transactions contemplated by the Securities Purchase Agreement and assuming no issuances of Common Stock by the Company prior to the closing, the Reporting Persons will beneficially own 30,438,938 shares of Common Stock, which includes 7,272,728 shares of Common Stock issuable upon exercise of the Warrant, representing approximately 84.8% of the outstanding shares of Common Stock immediately following the closing.
The Securities Purchase Agreement includes representations, warranties, and covenants customary for a transaction of this type. In addition, the Company agreed to indemnify Acuitas from liabilities relating to the Company’s breach of any of the representations, warranties and covenants in the Purchase Agreement. Upon the closing of the transactions contemplated by the Securities Purchase Agreement, the Company and Acuitas will amend and restate that certain Registration Rights Agreement, dated as of June 10, 2021, by and between the Company and Acuitas (the “Existing Registration Rights Agreement”), to amend the definition of “Registrable Securities” in the Existing Registration Rights Agreement to include the PIPE Shares and the Warrant Shares as Registrable Securities thereunder, as described in more detail in Item 6 of this Statement.
The foregoing description of the Securities Purchase Agreement and Warrant is not complete and is subject to and qualified in its entirety by reference to the full text of the Securities Purchase Agreement and the Form of Warrant, respectively, copies of which are attached as Exhibits 10.6 and 10.7 hereto, respectively, and are incorporated herein by reference.
On August 15, 2022, the closing of the transactions contemplated by the Securities Purchase Agreement occurred. At such closing, pursuant to the terms of the Securities Purchase Agreement, the Company issued to Acuitas the PIPE Shares and the Warrant.”
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Items 5(a) and (b) of the Original Statement are hereby amended and restated as follows:
“(a) The approximate aggregate percentage of Common Stock beneficially owned by the Reporting Persons, as reported herein, is based on 35,893,175 shares of Common Stock outstanding as of August 15, 2022, which is the sum of (i) 24,984,083 shares of Common Stock issued and outstanding as of May 11, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 11, 2022, (ii) 3,636,364 shares of Common Stock issued to Acuitas on August 15, 2022 pursuant to the Securities Purchase Agreement, as described in more detail in Item 4 of this Statement, and (iii) 7,272,728 shares of Common Stock that may be issued upon the exercise of the Warrant, as described in more detail in Item 4 of this Statement.
(b) The Reporting Persons may be deemed to have beneficial ownership of an aggregate of 30,438,938 shares of Common Stock (which includes 7,272,728 shares issuable upon exercise of the Warrant, as described in more detail in Item 4 of this Statement), representing in the aggregate approximately 84.8% of the issued and outstanding shares of Common Stock. Each of the Reporting Persons may be deemed to have the shared power to vote or direct the voting of, and the shared power to dispose of or direct the disposition of, such shares of Common Stock. Although Mr. Peizer does not directly own any of the Company’s securities, he may be deemed a beneficial owner of the securities owned by Acuitas pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended.”
Item 5(c) of the Original Statement is hereby supplemented with the following:
“Except as described in this Statement, the Reporting Persons had no transactions in the Common Stock of the Company in the past sixty (60) days.”
| ITEM 6. | Contracts, Arrangements, Understandings or relationships with respect to securities of the issuer |
Item 6 of the Original Statement is hereby amended and supplemented to include the following information:
“The information set forth in Item 4 of this Statement is incorporated herein by reference.
In connection with the closing of the transactions contemplated by the Securities Purchase Agreement, on August 15, 2022, Acuitas and the Company entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), which amended the Existing Registration Rights Agreement to include the PIPE Shares and the Warrant Shares as Registrable Securities thereunder. The foregoing summary of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by reference.”
| ITEM 7. | materials to be filed as exhibits |
Item 7 of the Original Statement is hereby amended and supplemented (i) to replace Exhibit 10.6 as attached to the Amendment No. 6 to Schedule 13D, with Exhibit 10.6 attached to this Amendment, and (ii) to attach the Registration Rights Agreement as an exhibit:
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 16, 2022
| ACUITAS GROUP HOLDINGS, LLC | ||
| By: | /s/ Terren S. Peizer | |
| Terren S. Peizer, Chairman | ||
| /s/ Terren S. Peizer | ||
| Terren S. Peizer | ||